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Contract: Terms of Service

THIS CONSULTING SERVICE AGREEMENT is made effective as of {{order_create_date}}.
(“Effective Date”)

BETWEEN:

OCULUS HOSPITALITY TRAINING & BUSINESS SOLUTIONS INC.
Suite 170-422 Richards Street
Vancouver, BC, Canada, V6B 2Z4
(“Oculus”)

AND:

{{billing_company}}
{{billing_address_1}} {{billing_address_2}}
{{billing_city}}, {{billing_country}}
("Client")

WHEREAS:
A. Oculus is engaged in the business of mystery shopping, reservations training, sensitivity & communications training, complaint management & leadership training, customer service training, and housekeeping training. 
B. Client carries on a business which involves frequent interaction between staff and members of the public, including clients and potential clients. 
C. Client wishes to engage Oculus to provide training to its staff members. 
D. Oculus and Client wish to enter into this Consulting Service Agreement to document their respective rights and obligations concerning the provision of services by Oculus to Client.

TERMS OF AGREEMENT
In consideration of the premises and the covenants, agreements, warranties, and payments contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties), the parties agree as follows:

1. DEFINITIONS
1.1 Definitions. In this Consulting Service Agreement: 
(a) “Agreement” means this Consulting Service Agreement; 
(b) “Consulting Services” means the services to be provided by Oculus to Client pursuant to this Agreement, and as set out in Exhibit “A” to this Agreement; 
(c) “Fees” mean the fees to be paid by Client to Oculus in consideration for the Consulting Services; and 
(d) “Training Portal” means online access to online learning, certifications, and reports through the Oculus Learning Management System. 
(e) “Webinar” means online access to live, trainer-led learning provided over the internet.
(f) “Oculus Website” means Oculus’ active company website such as www.oculus.training or www.oculustraining.com.
(g) "Types of Discrimination" means discrimination based on race, color, national origin, ethnic background, gender, gender identity, or gender expression, religious beliefs or practices, age, physical or mental abilities, sexual orientation or preferences and any legally protected characteristic not explicitly mentioned above.
(h) "Aggression" means any intentional or unintentional, harmful, or hostile action, whether physical, verbal, or psychological, directed towards any representative of Oculus. This includes, but is not limited to, physical assault, verbal abuse, threats, intimidation, harassment, or any other behaviour that poses a risk to the representative’s safety, well-being, or professional environment.
(i) "No Show" means Client did not attend a scheduled and confirmed Consulting Service. The Client did not provide advanced notice of cancellation of the Consulting Service.
(j) “Overages” means the services to be provided by Oculus to Client as requested and approved by client in writing, email or through the Oculus Website.

2. CONSULTING SERVICES
2.1 Consulting Services. Oculus shall provide the Consulting Services to Client. 

2.2 Amendment of Consulting Services. The Consulting Services may be amended by the written agreement of the parties. 

2.3 Services Non-Exclusive. Client acknowledges and agrees that Oculus provides the Consulting Services to Client on a non-exclusive basis, and that Oculus may provide such services to clients other than Client.

3. FEES
3.1 Fees. In consideration for Oculus providing the Consulting Services to Client, Client shall pay the Fees to Oculus for all Consulting Services set out in Exhibit “A” to this Agreement and any approved consulting overage Fees.

3.2 Fees Due and Payable at Start of Term. All Fees are due and payable by Client at the start of the Term, including Fees for Consulting Services provided and to be provided by Oculus pursuant to this Agreement. 

3.3 Terms and Conditions of Payment. Client shall remit payment to Oculus within 30 days from the invoice date. If Oculus provides Client written notice that its account is past due, Oculus, in its sole discretion, may suspend Consulting Services if Client does not bring its account current within 30 days from the date of such notice. In such instances, Oculus shall resume Consulting Services only when all past due amounts are paid in full by Client. Client remains responsible for any ongoing account-related charges during the suspension period. Past due accounts will be charged a late processing fee of 10% per invoice and an administration fee of $75.00 per invoice.

3.4 Method of Payment. Client agrees to pay all Fees and expenses by cheque, bank draft or bank transfer. Client understands that any Consulting Services Fees over $5000 USD and all Expenses paid by credit card will incur between a 3-5% surcharge.

4. TERM AND RENEWAL
4.1 Term. This Agreement shall commence on the Effective Date and shall continue until the earlier of: 
(a) 12 months from the Effective Date (“Term”); or
(b) The length of the subscription option selected on www.oculus.training on the Effective Date (“Term”); or 
(c) Early termination of this Agreement before the end of the Term, as set out herein; 

4.2 Renewal. This Agreement shall automatically renew at the end of the initial Term, without prior notice, for a period of time equal to the Term, unless either party to this Agreement provides written notice of termination 45 days prior to the end of the current contract term or Client cancels the subscription renewal through the Oculus Website. 

4.3 Fee Changes on Renewal. Upon completion of the Term, Oculus shall have the right to increase the Fees from time to time, within the sole discretion of Oculus. Oculus will provide Client with a minimum of 60 days’ advance written notice of the increase of Fees.

5. TERMINATION
5.1 Termination. This Agreement may be terminated as follows: 
(a) If either party is in default of its obligations under this Agreement, the non-defaulting party may provide written notice of the same to the defaulting party, and this Agreement will terminate 30 days thereafter unless the default has been cured within such 30-day period. 
(b) If either party files for protection under bankruptcy or other similar laws, makes an assignment for the benefit of creditors, is liquidated, or otherwise ceases to do business, then this Agreement will terminate immediately with written notification. 
(c) Either party may terminate this Agreement by providing 60-days advance written notice of termination to the other party. 

5.2 Payment of Fees and Expenses on Termination. Notwithstanding any other provision of this Agreement, if this Agreement is terminated pursuant to this section, other than in the case of:
(a) express termination by Oculus; or
(b) default, bankruptcy, liquidation, or cessation of business by Oculus, the following provisions shall apply:
(i) Client shall reimburse Oculus for all outstanding Expenses incurred by Oculus in accordance with the provisions of this Agreement, including such expenses as are incurred by Oculus up to and including the date of termination, including those incurred during the 60-day advance notice period of termination; 

(ii) Client shall pay Oculus for all Consulting Services which have been contracted in Exhibit "A".
(iii) Client shall pay Oculus for all Consulting Services and Overages and that have been requested in writing. 
(iv) Client acknowledges and agrees that Client’s obligations to Oculus in this section are reasonable, and are based upon a genuine pre-estimate of Oculus’ losses as a result of early termination of this Agreement (as set out in this section), including:

(A) administrative costs;
(B) loss of available days for other clients through scheduled Consulting Services with Client;
(C) liabilities to third party vendors and contractors; and
(D) cost of time and preparation, and do not constitute a penalty. 

5.3 Terms and Conditions of Termination. The exercise by either party of any rights under this section shall be without prejudice to any other rights which such party may have in law or equity, under this Agreement or otherwise. Termination of this Agreement under this section will not relieve Client of its obligation to pay:
(a) all Fees for Consulting Services and Overages provided by Oculus up to and including the date of termination; and
(b) all Fees for Consulting Services and Overages scheduled up to and including the date of termination, as provided in this section, and whether or not Client has established a credit account with Oculus.

6. SCHEDULING OF CONSULTING SERVICES
6.1 Scheduling.
(A) Client shall pre-schedule all In-Person Live Training Consulting Services with Oculus. Client shall give Oculus 45 business days’ written notice that Client requires Consulting Services on a certain date, except if a greater period of noticeis required, as set out in Exhibit “A” to this Agreement.
(B) Client shall pre-schedule all Webinar Consulting Services with Oculus. Client shall give Oculus 15 business days’ written notice that Client requires Consulting Services on a certain date, except if a greater period of notice is required, as set out in Exhibit “A” to this Agreement. 
(C) Oculus shall pre-schedule all Mystery Shopping Consulting Services at the start of the Term. To change Mystery Shopping schedule or to schedule Coaching Calls, Client shall give Oculus 60 days’ written notice that Client requires Consulting Services on a certain date, except if a greater period of notice is required, as set out in Exhibit “A” to this Agreement. 

6.2 Consulting Services to be Used During Term. Client must schedule and use all Consulting Services during the Term, unless the Term is renewed pursuant to this Agreement. Should the Term renew pursuant to this Agreement, Client may carry forward 50% of Client’s unused purchased Webinars, Live Training and E-learning Video Consulting Services from the Term into the following term, subject to the terms and conditions set out in Exhibit “A” hereto. 

6.3 Accommodating Scheduling Requests. Oculus shall make reasonable efforts to fulfill Client’s scheduling requests. Scheduling is managed on a first-come, first-serve basis, and subject to availability at the time of scheduling. Client acknowledges and agrees that Oculus shall not be required to provide Consulting Services on each date and at each time requested by Client.
(a) Client agrees that web-based training requires a minimum preparation time of 15 business days unless a priority rush service has been selected. 
(b) Client agrees that in-person training requires a minimum preparation time of 45 business days unless a priority rush service has been selected.

6.4 Rescheduling, Cancellation and No Show. The following provisions apply to Client’s requests to reschedule or cancel scheduled Consulting Services:
(a) If Client requests change to scheduled Consulting Services within 30 days of scheduling same with Oculus, and the date on which Client requests change is more than 45 days before the date on which Consulting Services are to be provided, Client may reschedule Consulting Services to a different date during the Term. 
(b) If Client requests change to scheduled Consulting Services more than 30 days after scheduling same with Oculus, and the date on which Client requests change is more than 45 days before the date on which Consulting Services are to be provided, Client may reschedule Consulting Services to a different date during the Term, subject to the following restrictions: 

(i) Client must provide Oculus with the date during the Term on which Client wishes to rescheduled Consulting Services at the time of the rescheduling request; 
(ii) Client may reschedule scheduled Consulting Services once only, and Client may not alter rescheduled Consulting Services again; and
(iii) If Client cancels rescheduled Consulting Services, Client shall pay Oculus Fees and Expenses in respect of the canceled Consulting Services.

(c) If Client cancels scheduled Consulting Services, Client shall pay Oculus all Fees and Expenses in respect of the canceled Consulting Services. Client acknowledges and agrees that Client is not entitled to a refund of Fees for services which are canceled less than 45 days from the date on which they are scheduled to be provided.
(d) If Client does not attend ("No Show") scheduled Consulting Services within 20 minutes of confirmed start time, Consulting Services will be considered complete. Client acknowledges and agrees that Client is not entitled to a refund of Fees due to No Show. 
(e) Client can request a delayed start time on the day of the scheduled consulting. Client understands that all scheduled consulting services will end at the original schedule end time. Client acknowledges and agrees that Client is not entitled to a refund of Fees due to delayed start times. 

6.5 Expenses for Canceled Consulting Services. In the event that Client cancels or reschedules scheduled Consulting Services, Client shall reimburse Oculus for all expenses incurred by Oculus and its employees, agents, or contractors, in connection with the canceled or rescheduled Consulting Services, including, but not limited to, costs of travel, accommodation, and/or preparation as provided in this Agreement. 

6.6 Restrictions on Consulting Services. Oculus’ training services are available between Monday and Friday, from 8:00 AM to 5:00 PM during local Client time. Coaching Calls services are available between Monday and Friday, from 8:00 AM to 4:00 PM, local Client time. Mystery Shopping services are available between 5:00 AM to 2:00 AM local Client time. 
(a) All in-person Consulting Services must be scheduled and consumed by Client in minimum 4-hour blocks. If on-site Consulting Services are scheduled or consumed in quantity of less than 4 hours, Client acknowledges and agrees that Client’s account shall be debited a minimum of 4 hours in respect of such Consulting Services.
(b) All web-based Consulting Services must be scheduled and consumed by Client in minimum 1-hour blocks. If web-based Consulting Services are scheduled or consumed in quantity of less than 1 hour, Client acknowledges and agrees that Client’s account shall be debited a minimum of 1 hour in respect of such Consulting Services.
(c) All Coaching Call Consulting Services included a maximum of 20 minutes of consulting time. Client acknowledges and agrees that Client’s account shall be debited 1 coaching call for every 20 minutes of consulting time. 
(d) Any purchased Consecutive Sessions must be used in within 24 hours of the original Consulting Services.
(e) If Client schedules in-person Consulting Services on Saturdays, Sundays, public holidays, or after 6:00 PM (local Client time) on any day, Client understands that an additional surcharge of $888.00 per session will apply, in addition to any other surcharge levied under this paragraph. 
(f) If Client schedules web-based Consulting services on Saturdays, Sundays, public holidays, or after 5:00 PM (local Client time) on any day, Client understands that an additional surcharge of $288.00 per session will apply, in addition to any other surcharge levied under this paragraph. 
(g) If Client schedules Oculus Coaching Calls services on Saturdays, Sundays, public holidays, between the hours of 4:01 PM and 11:45 PM (local Client time) on any day, an additional surcharge of 1 call credit will apply, in addition to any other surcharge levied under this paragraph.
(h) When travel and overnight accommodation is required, Client agrees that there must be a minimum of 12 hours between Oculus staff arrival time at your local destination and the start time of your scheduled training event. 
(i) Client agrees to provide Oculus training staff a minimum undisturbed break time of 60 minutes between every 4 hours of consulting time. 

6.7 Consulting Services Overages and Additions. Client may request additional Consulting Services above the allocation listed in Exhibit A. 
(a) Client shall provide written or email approval to Oculus before the rendering of any additional service.
(b) Client shall indicate a limit for any additional Consulting Service. Consulting Services Overages will be restricted to 60 minutes when no limit has been indicated.
(c) Client agrees to a billable rate for Overages equivalent to the price for the Consulting Service listed in Exhibit A or current prices listed on the Oculus Website, whichever is greater at the time of Client’s request. 
(d) Client acknowledges that any time-based service overage will be billed in 10-minute segments. 
(e) Overtime scheduling is subject to availability, and acceptance is at the discretion of the Oculus team member.
(f) Client agrees that all Overages and additional Consulting Services Fees are immediate payable at the time request.
(g) Client agrees that the terms of this agreement will apply to any Overages or additional Consulting Services.

6.8 Consulting Services Trade. Subject to pre-approval by Oculus, Client can trade any contracted and unused services included in Exhibit A for other available Oculus services. Trade values will be based on current Consulting Service non-discounted rates listed on the Oculus Website plus a 10 percent administration surcharge.

7. EXPENSES
7.1 Expenses. Client shall reimburse Oculus for all expenses incurred by Oculus and its employees, agents, or contractors in connection with the Consulting Services, including, but not limited to, travel, mileage, accommodation, meeting costs, and food and beverage costs, unless otherwise agreed upon in writing by the parties or indicated in Exhibit “A” below. Expenses are separate and distinct from Fees and shall be paid by Client immediately upon receipt of invoice for same. 

7.2 Terms and Conditions of Expenses. Client acknowledges and agrees to the following terms and conditions concerning expenses:

(a) Oculus shall invoice Client directly for all air, taxi, rental car, parking, hotel, meals, and associated travel expenses. Oculus shall have complete discretion as to which mode or method of transportation shall be used by it, or its employees, agents, or contractors.|(b) For personal or company car use, Client shall reimburse Oculus for mileage at the rate of $0.65 per kilometre from the point of origin to the place at which the Consulting Services are to be provided, and for the return journey to the point of origin. 
(c) Oculus shall purchase refundable transportation fares and travel fees, and Client shall reimburse Oculus for any additional expense associated with such fares. 
(d) All required flights shall include an extra leg room seat selection and an allowance for two checked bag. Any required travel that includes a total travel time of over 4 hours will be booked in premium economy or greater. Any required travel that includes a total travel time of over 6 hours will be booked in business class.
(e) Travel and training days will include a food and beverage allowance of $200.00 including taxes + 18% gratuities per day. 
(f) One (1) alcoholic beverage can be consumed per person during an onsite shop experience and unlimited alcoholic beverages can be consumed by the training consultant.
(g) Dining or integrity audit onsite shop experience meals shall be restricted to client dining facilities when available, and at Client’s prior request. Onsite shops including food and beverage will have a limit of up to: 

A. Breakfast: $80.00 excluding taxes + 18% gratuity; 
B. Lunch: $100.00 excluding taxes + 18% gratuity; 
C. Dinner $200.00 excluding taxes + 18% gratuity; and 
D. Snack: $40.00 excluding taxes + 18% gratuity. 

(h) Any expense invoice paid by credit card will incur a 5% surcharge.

8. RESULTS OF CONSULTING SERVICES
8.1 Oculus Use of Data. Client acknowledges and agrees that Oculus may prepare and use testimonials, case studies, press releases, and other marketing materials describing the Consulting Services provided to Client and related results and successes. Oculus shall obtain Client’s final written approval prior to public use. 

8.2 Limitation on Use by Client. Client acknowledges and agrees that Client shall use results from Consulting Services provided by Oculus solely for measuring Client’s overall performances and not those of individual employees or Oculus employees, agents, and/or contractors. 

8.3 Recording. Client acknowledges and agrees that Client or Client's learners shall not make any video or audio recordings, take screenshots or photos of any component of Consulting Services or Oculus staff without prior written consent. 

8.4 Indemnity. Client will indemnify and hold Oculus and its directors, officers, employees, servants and agents harmless of, from and against all claims, liabilities, losses, damages, demands, expenses (including legal expenses calculated as between a solicitor and his or her own client), costs, obligations, actions and causes of action of every kind and nature whatsoever that may be asserted, made or brought against or incurred, suffered or sustained by Oculus for and in respect of injury, loss, or damage to any person whomsoever, and injury, damage, or loss or destruction of any property arising from the Client’s use, or use by the Client’s employees, agents, or contractors, of the results of the Consulting Services. This indemnity will survive termination of this Agreement, however caused (whether this Agreement is terminated by Oculus or Client and whether with or without cause or in breach of this Agreement). 

8.5 Disclaimer. Oculus Hospitality Training & Business Solutions Inc. (“Oculus”) makes no warranties, express or implied, regarding its consulting services, training services, e-learning services, and/or any other services provided (“Services”). Oculus does not guarantee the Services, and provides the Services “as is” for informational and educational purposes only, without representations, warranties, or conditions of any kind, whether express or implied, arising from statute or otherwise, including, without limitation, implied warranties or conditions of fitness for a particular purpose or use, or non-infringement. The Services are not intended to provide legal, accounting or tax advice and should not be relied upon in that respect. Oculus makes every effort to ensure the Services are accurate and reliable, but the Services are not global standards, and are recommended methods based on Oculus’ own research, experience, and best practices. Oculus makes no representations or warranties concerning the accuracy, completeness, or reliability of the Services or of any information contained in any materials or websites provided by Oculus. In no event shall Oculus, its officers, affiliates, agents, licensors, or employees (“Representatives”) be liable to any party for direct, indirect, incidental, special, consequential, or any other losses or damages whatsoever, including but not limited to lost revenue, failure to realize expected savings, failure to realize an expected increase in sales or profits, or other commercial or economic loss, or any other damages of any kind, whether based in contract, tort (including negligence) or any other theory of liability, incurred in connection with the provision of the Services. The foregoing limitation shall apply even if Oculus or its Representatives have been advised or should have known of the possibility of such damage.

9. OWNERSHIP OF MATERIALS AND RESTRICTIONS ON USE
9.1 Confidential Information. Client recognizes and acknowledges that Oculus possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of Oculus relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, including consulting equations and methodologies, and marketing materials, but shall not include (a) information that was already within the public domain at the time the information is acquired by or made known to Client, or (b) information that subsequently becomes public through no act or omission of Client. Client agrees that all of the confidential information is and shall continue to be the exclusive property of Oculus, whether or not prepared in whole or in part by Client and whether or not disclosed to or entrusted to Client’s custody. The confidential information has tangible value, is the intellectual property of Oculus, and is protected by law, including without limitation Canadian copyright laws. Client agrees that Client shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Oculus, including forwarding, copying, transferring, transmitting, or relaying confidential information of Oculus to any third party without the express prior written consent of Oculus. Client acknowledges and agrees that it will maintain the Proprietary Information and use it only as permitted under this Agreement, and followingthe termination of this Agreement, Client shall cease use of the confidential information and may not copy, replicate, disclose or create derivative works thereof for use by Client or its employees.

9.2 Unauthorized Use. Client may not: 
(a) make any Consulting Service or Content available to, or use any Consulting Service or Content for the benefit of, anyone other than Client or Client's Users.

(i) Client acknowledges and agrees that Client shall pay a non-refundable charge of $3588 per unauthorized user, per year for each unlicensed user who accesses In-Person Live Training, in addition to all Fees and Expenses set out in this Agreement. 
(ii) Client acknowledges and agrees that Client shall pay a non-refundable charge of $888 per user per webinar for each unlicensed user who accesses any Webinar or Training Portal, in addition to all Fees and Expenses set out in this Agreement. 

(b) permit, allow, or facilitate access or use of the webinar by any party other than Client. 
(c) sell, resell, license, sublicense, distribute, rent, or lease any Consulting Service or Content.
(d) use a Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. 
(e) attempt to gain unauthorized access to any Consulting Service or Content or its related systems or networks,
(f) permit direct or indirect access to or use of any Consulting Service or Content in a way that circumvents a contractual usage limit,
(g) copy or record a Consulting Service or any Content, part, feature, function or user interface thereof. 
(h) frame or mirror any part of any Consulting Service or Content, other than framing for Client's own internal business purposes or as permitted within contracted terms. 

9.3 Injunctive Relief. Client acknowledges that a breach of paragraph 9.1 and 9.2 of this Agreement by Client may cause irreparable harm to Oculus which may be difficult or impossible to ascertain, and that an award of damages may not be a sufficient remedy for such breach. Accordingly, Client acknowledges and agrees that Oculus shall be entitled to specific performance of this Agreement and an injunction to prevent any breach or threatened breach of this Agreement. Such remedies are cumulative and in addition to any other remedy otherwise available at law or in equity, including damages.

10. FORCE MAJEURE
10.1 Relief. If either party fails to perform any term of this Agreement and such failure is due to any event of Force Majeure, that failure will not be deemed to be a default under this Agreement. The party affected by an event of Force Majeure will immediately notify the other party and will take all reasonable steps to minimize the extent and duration of the Force Majeure and the period of all such delays resulting from the Force Majeure will be excluded in computing the time within which anything is required or permitted by such party to be done under this Agreement, it being understoodand agreed that the time within which anything is done under this Agreement will be extended by the total period of all such delays. During the Force Majeure requiring suspension or curtailment of a party’s obligation under this Agreement, that party will suspend or curtail its operation of the Vehicle. “Force Majeure” means any cause beyond the control of a party which prevents the performance by a party of any of its duties, liabilities, and obligations under this Agreement not caused by its default or act of commission or omission and not avoidable by the exercise of reasonable effort or foresight by that party including civil disturbances, acts, orders, legislation, regulations, directives, or failure to act by any governmental agency, act of public enemy, war, riot, sabotage, blockade, embargo, hurricane, earthquake, flood, washout, explosion, and acts of God but excluding lack of or insufficient financial resources to discharge and pay any monetary obligations and excluding inability to obtain labour, equipment or materials, strikes, lockouts, or other labour disputes or disturbances.

11. E-LEARNING/WEBINAR/TRAINING PORTAL USERS
11.1 License Grant. In exchange for Client's payment of Fees and compliance with all of the terms and conditions of this Agreement, Oculus hereby grants Client non-assignable, non-transferable and nonexclusive licenses to access; 
(a) and use the Training Portal for the Term of this Agreement, in the quantity set out in Exhibit “A” to this Agreement. 
(b) and attend webinars for the Term of this Agreement, in the quantity of learners set out in Exhibit “A” to this Agreement. 

11.2 Authorized Users. Client shall create a profile with a unique password for use in accessing the Training Portal. Client acknowledges and agrees that the profile information and password are confidential and that Client shall not provide the profile information or password to any other individual or entity.

11.3 Terms and Conditions of License. Client shall not permit third parties to access the Training Portal, E-learning videos or attend Webinars, including access pursuant to a remote computing services agreement, timesharing agreement, facilities management agreement, outsourcing agreement, or any other third-party access agreement with Client, even if contracts authorizing such use or access for other licensed products are in effect between Client and Oculus. Client shall not distribute any information from the Training Portal, E-learning Videos or Webinars to any third party in modified or unmodified form. Training Portal, E-learning Videos, or Webinars may only be accessed via the Oculus website or provided software and Client may not save and reuse or otherwise access the Training Portal, E-learning Video orWebinars offline without prior written authorization from Oculus. Client shall not duplicate or reproduce printed screens from Training Portal, E-learning Videos or Webinars, nor distribute such printed screens to any other individual or entity. Client agrees to secure and protect the Training Portal, E-learning Videos or Webinars in a manner consistent with the maintenance of Oculus' rights therein.

12. ANTI-DISCRIMINATION AND NON-AGGRESSION REQUIREMENTS
The Client agrees that any form of discrimination and any act of aggression, as defined above, towards any representative of Oculus will not be tolerated under this contract. In the event that any act of discrimination or aggression is committed by the Client, their representatives, or any party affiliated with the Client, it shall be considered a breach of contract, and the following consequences will apply: 
(a) Client agrees that the occurrence of any discriminatory act or act of aggression shall result in the immediate termination of services provided under this contract. Furthermore, it shall be deemed as cause for the cancellation of the agreement, releasing both parties from any future obligations and commitments. 
(b) Client acknowledges and agrees that in the event of termination due to discrimination or aggression will not relieve Client of its obligation to pay:
(i) all Fees for Consulting Services fully or partially provided by Oculus up to and including the Date of termination; and
(ii) all Fees for future Consulting Services that have been scheduled or currently in development up to and including the Date of termination.

13. GENERAL
13.1 Survival of Terms. Sections 3, 7, 8, 9 and 11 of this Agreement shall survive termination of this Agreement however caused (whether this Agreement is terminated by Oculus or Client and whether with or without cause or in breach of this Agreement). 

13.2 Notices. Except as provided in Section 3 and Exhibit “A”, all notices and other communications must be provided by hand delivery, certified mail, overnight delivery where signature is required at the address set forth in the introductory paragraph of this Agreement, or to Oculus at: Oculus Hospitality Training & Business Solutions Inc., Attn: CEO, 170-422 Richards Street, Vancouver, British Columbia, Canada, V6B 2Z4. 

13.3 Change of Address. Either party may, from time to time, advise the other by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of paragraph 13.2, be conclusively deemed to be the address of the party giving such notice. 

13.4 Limitation on Liabilities. Neither party will be liable to the other for any special, indirect, incidental, consequential, exemplary, or punitive damages (including lost profits, lost savings, or loss of goodwill) arising out of or in connection with a breach of this Agreement. 

13.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia in the country of Canada. 

13.6 Entire Agreement. This Agreement, including Exhibit “A” hereto, shall constitute the entire agreement between the parties and no understanding or agreement, verbal or otherwise, exists. 

13.7 Headings. The headings appearing in this Agreement have been inserted for reference and as a matter of convenience and in no way define, limit or enlarge the scope of any provision of this Agreement. 

13.8 Amendment. No amendment or modification to this Agreement will be effective unless it is in writing and duly executed by the parties. 

13.9 No Assignment. Client will not assign this Agreement or any part of this Agreement without the prior written consent of Oculus, which consent may be arbitrarily and unreasonably withheld by Oculus. 

13.10 Execution by Counterpart. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original and all such counterparts must be delivered by a method provided for in paragraph 13.2. 

13.11 Cost. Each party to this Agreement will bear its own costs of executing the terms of this Agreement.

EXHIBIT A
Subject to the terms of the above Agreement, Oculus agrees to perform the following Consulting Services for Client, and Client agrees to provide Oculus the following Fees in consideration thereof:

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first written above.

OCULUS HOSPITALITY TRAINING & BUSINESS SOLUTIONS INC.

by: KEVIN JAMES SAUNDERS
Title: Global Learning & Support
Authorized Signatory

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Signed by Kevin James Saunders
Signed On: September 23, 2024

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September 23, 2024 11:24 am PDT

Contract: Terms of Service Uploaded by Kevin James Saunders - kevinjames@oculustraining.com IP 188.78.139.28

September 23, 2024 11:27 am PDT

People Care - peoplecare@oculustraining.com added by Kevin James Saunders - kevinjames@oculustraining.com as a CC'd Recipient Ip: 188.78.139.28